UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                      For the Quarter Ended March 31, 2002

                                       or

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

               For the transition period from            to
                                              ----------    -----------

               Commission File Number 000-32741

                        TREASURE MOUNTAIN HOLDINGS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                  NEVADA                                      84-1394211
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                   Identification No.)

                 1390 South 1100 East #204, Salt Lake City, Utah
                 -----------------------------------------------
                      84111 (Address of principal executive
                                    offices)

Registrant's telephone no., including area code:  (801) 322-0253

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

Yes   X   No
    -----    ------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

                    Class                     Outstanding as of March 31, 2002
         -----------------------------        --------------------------------
         Common Stock, $.001 par value                 1,222,117

                                       -1-


<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

Heading                                                                                                   Page
-------                                                                                                   ----

                                          PART  I.  FINANCIAL INFORMATION

<S>                                                                                                         <C>
Item 1.      Financial Statements.....................................................................      3

                  Balance Sheets -- March 31, 2002 and December 31, 2001..............................      4

                  Statements of Operations -- three months ended March 31, 2002 and 2001
                    and the period from January 1, 1958 to March 31, 2002.............................      5

                  Statements in Changes in Stockholders' Equity -- for the period
                    January 1, 1958 to March 31, 2002.................................................      6

                  Statements of Cash Flows -- three months ended March 31, 2002 and 2001..............      8

                  Notes to Financial Statements ......................................................     10

Item 2.      Management's Discussion and Analysis and Results of Operations...........................     13

                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     14

Item 2.      Changes in Securities and Use of Proceeds................................................     14

Item 3.      Defaults Upon Senior Securities..........................................................     15

Item 4.      Submission of Matters to a Vote of Securities Holders....................................     15

Item 5.      Other Information........................................................................     15

Item 6.      Exhibits and Reports on Form 8-K.........................................................     15

             Signatures...............................................................................     16
</TABLE>

                                       -2-


<PAGE>



                                     PART I

Item 1.           Financial Statements

         The  following  unaudited  financial  statements  of Treasure  Mountain
Holdings,  Inc., a  development  stage company (the  "Company"),  for the period
ended March 31,  2002,  have been  prepared  by the  Company.  The  accompanying
balance  sheets at March 31, 2002 and December 31, 2001,  related  statements of
operations,  changes in stockholders' equity and cash flows for the three months
ended March 31, 2002 and 2001, and the period January 1, 1958 to March 31, 2002,
have been prepared by management and do not include all information and notes to
the financial statements necessary for a complete  presentation of the financial
position,  results  of  operations,  cash  flows,  and  stockholders'  equity in
conformity  with generally  accepted  accounting  principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.  Operating results for the quarter
ended March 31, 2002 are not  necessarily  indicative of the results that can be
expected for the year ending December 31, 2002.

                                       -3-


<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.

                           (Development Stage Company)

                                 BALANCE SHEETS

                      March 31, 2002 and December 31, 2001

-------------------------------------------------------------------------------

                                                          Mar 31,     Dec 31,
                                                           2002         2001
                                                         ---------    ---------

ASSETS

CURRENT ASSETS

   Cash                                                  $   6,272    $   5,834
                                                         ---------    ---------

       Total Current Assets                              $   6,272    $   5,834
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Notes payable - Note 3                                $    --      $  26,500
   Accrued interest payable - Note 3                          --          1,564
   Accounts payable                                           --          1,750
                                                         ---------    ---------

       Total Current Liabilities                              --         29,814
                                                         ---------    ---------

STOCKHOLDERS' EQUITY

   Common stock

   50,000,000 shares authorized,
    at $0.001 par value, 1,222,117 shares issued
    and outstanding on March 31, 2002; 937,547  shares
    on December 31, 2001                                     1,222          938
   Capital in excess of par value                          644,530      616,357
    Deficit accumulated during development stage          (639,480)    (641,275)
                                                         ---------    ---------

       Total Stockholders' Equity (Deficiency)               6,272      (23,980)
                                                         ---------    ---------

                                                         $   6,272    $   5,834
                                                         =========    =========











   The accompanying notes are an integral part of these financial statements.


                                       -4-


<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.

                           (Development Stage Company)

                            STATEMENTS OF OPERATIONS

                  For the Three Months Ended March 31, 2002 and
             2001 and the Period January 1, 1958 (date of inception
                     of development stage) to March 31, 2002

-------------------------------------------------------------------------------



                                           Mar 31,     Mar 31,     Jan 1, 1958
                                            2002        2001     to Mar 31, 2002
                                          ---------   ---------  ---------------


REVENUES                                  $   5,000   $    --      $   5,000

EXPENSES                                      6,795       1,260      621,705
                                          ---------   ---------    ---------

NET LOSS - before other income                1,795      (1,260)    (616,705)

SETTLEMENT OF DEBT                             --          --         19,000


NET PROFIT (LOSS)                         $   1,795   $  (1,260)   $(597,705)
                                          =========   =========    =========



NET LOSS PER COMMON SHARE

   Basic                                  $    --     $    --           --
                                          ---------   ---------    ---------



AVERAGE  OUTSTANDING SHARES

    Basic                                   937,547     937,547         --
                                          ---------   ---------    ---------





   The accompanying notes are an integral part of these financial statements.

                                       -5-


<PAGE>


<TABLE>
<CAPTION>


                        TREASURE MOUNTAIN HOLDINGS, INC.

                           (Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

              For the Period January 1, 1958 (date of inception of
                      development stage) to March 31, 2002
--------------------------------------------------------------------------------


                                                                           Capital in
                                                        Common Stock       Excess of     Accumulated
                                                    Shares         Amount  Par Value       Deficit
                                                    ------         ------  ---------     -----------

<S>                                                 <C>              <C>     <C>           <C>
Balance January 1, 1958                             14,810           15      126,154       (41,775)

Net operating loss for the years ended
    December 31, 1958                                 --           --           --         (43,600)
    December 31, 1959                                 --           --           --         (28,619)
    December 31, 1960                                 --           --           --         (42,175)
    December 31, 1961                                 --           --           --         (23,449)
Issuance of common shares for services -
    1969                                               400         --           2,000    --
Net operating loss for the year ended
   December 31, 1969                                  --           --           --          (2,000)
Issuance of common shares for payment
   of accounts payable - 1970                        9,720           10       52,064          --
Issuance of common shares for cash - 1970            1,000            1        4,999          --
Issuance of common shares for all
  outstanding stock of Queen Hills - 1970           32,000           32      159,968          --
Net operating loss for the year ended
   December 31, 1970                                  --           --           --          (9,670)
Issuance of common shares for cash and
   payment of accounts payable  - 1972                 550            1         1,374    --
Issuance of common shares for cash and
   payment of accounts payable - 1973                2,900            3        4,667          --
Net operating loss for the year ended
   December 31, 1975                                  --           --           --        (160,000)
Issuance of common shares for services - 1985        3,630            4       18,146          --
Issuance of common shares for all outstanding
    stock of Notch Peak Corp - 1985                 40,331           40      201,617          --
Net operating loss for the year ended
   December 31, 1985                                  --           --           --         (18,150)
Net operating loss for the year ended
   December 31, 1988                                  --           --           --        (201,657)
Issuance of common shares for services - 1997   22,610,000       22,610        7,390          --
Issuance of common shares for cash - 1997          100,000          100        9,900          --
Issuance of additional common shares
   resulting from stock split - 1997                31,206           31          (31)         --
Net operating loss for the year ended
   December 31, 1997                                  --           --           --         (64,560)
Contributions to capital - 1997                       --           --            750          --
                                                ----------       ------      -------      --------
Balance December 31, 1997                       22,846,547       22,847      588,998      (635,655)
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       -6-


<PAGE>


<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.

                           (Development Stage Company)

                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY -
               (Continued) For the Period January 1, 1958 (date of
                inception of development stage) to March 31, 2002



                                                                          Capital in
                                                    Common Stock           Excess of    Accumulated
                                               Shares       Amount         Par Value      Deficit
                                            -----------    -----------    -----------   -----------

<S>                                         <C>                 <C>          <C>           <C>
Contributions to capital - 1998                    --             --              450          --
Net operating loss for the year ended
    December 31, 1998                              --             --             --            (573)


Balance December 31, 1998                    22,846,547         22,847        589,448      (636,228)

Contributions to capital - payment
   of debt - related party                         --             --            5,000          --
Net operating profit for the year ended
   December 31, 1999                               --             --             --          18,497


Balance December 31, 1999                    22,846,547         22,847        594,448      (617,731)

Common shares returned and canceled
   by related parties as capital
   contribution - September 27, 2000        (21,909,000)       (21,909)        21,909          --
Net operating loss for the year ended
   December 31, 2000                               --             --             --          (6,618)


Balance December 31, 2000                       937,547            938        616,357      (624,349)

Net operating loss for the year ended
   December 31, 2001                               --             --             --         (16,926)



Balance December 31, 2001                       937,547            938        616,357      (641,275)

Issuance of common shares for payment
   of debt at $.10 - March 29, 2002             284,570            284         28,173          --
Net operating profit for the three months
   March 31, 2002                                  --             --             --           1,795


Balance March 31, 2002                        1,222,117    $     1,222    $   644,530   $  (639,480)
                                            ===========    ===========    ===========   ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       -7-


<PAGE>


<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.

                           (Development Stage Company)

                             STATEMENT OF CASH FLOWS

                  For the Three Months Ended March 31, 2002 and
             2001 and the Period January 1, 1958 (date of inception
                     of development stage) to March 31, 2002

-------------------------------------------------------------------------------


                                                      Mar 31,     Mar 31,   Jan 1, 1958 to
                                                       2002        2001      Mar 31, 2002
                                                    ---------    ---------  --------------
CASH FLOWS FROM
   OPERATING ACTIVITIES

<S>                                                 <C>          <C>          <C>
   Net profit (loss)                                $   1,795    $  (1,260)   $(597,705)


       Adjustments to reconcile net loss to
       net cash provided by operating activities

              Settlement of debt                         --           --        (19,000)
              Changes in accounts payable              (1,357)         535       52,457
           Issuance common stock for expenses            --           --        555,520

               Net Change in Cash from Operations         438         (725)
                                                                              ---------
                                                                                 (8,728)

CASH FLOWS FROM INVESTING

   ACTIVITIES
                                                         --           --           --

                                                    ---------    ---------    ---------

CASH FLOWS FROM FINANCING

   ACTIVITIES

          Proceeds from issuance of common stock         --           --         15,000
                                                    ---------    ---------    ---------


    Net Increase  (Decrease) in Cash                      438         (725)       6,272

   Cash at Beginning of Period                          5,834        5,520         --
                                                    ---------    ---------    ---------

   Cash at End of Period                            $   6,272    $   4,795    $   6,272
                                                    =========    =========    =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       -8-


<PAGE>

<TABLE>
<CAPTION>


                        TREASURE MOUNTAIN HOLDINGS, INC.

                           (Development Stage Company)

                      STATEMENTS OF CASH FLOWS (Continued)
 Period January 1, 1958 (Date of Inception of development stage) to March 31, 2002

--------------------------------------------------------------------------------


SCHEDULE OF NONCASH OPERATING, INVESTING, AND FINANCING  ACTIVITIES

<S>                                                                                          <C>
Issuance of 400 common shares for services  - 1969                                           $   2,000

Issuance of 9,720 common shares for payment  of accounts payable - 1970                         52,074

Issuance of 32,000 common shares for all  outstanding stock of Queen Hills - 1970              160,000

Issuance of 550 common shares for cash and  payment of accounts payable  - 1972                  1,375

Issuance of 2,900 common shares for cash and   payment of accounts payable - 1973                4,670

Issuance of 3,630  common shares for services - 1985                                            18,150

Issuance of 40,331 common shares for all outstanding  stock of Notch Peak Corp - 1985          201,657

Issuance of 22,610,000 common shares for services - 1997                                        30,000

Issuance of 284,570 common shares for payment of debt - 2002                                    28,457

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       -9-


<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

-------------------------------------------------------------------------------


1.     ORGANIZATION

The Company was incorporated under the laws of the state of Utah on July 2, 1954
with authorized common stock of 1,000,000 shares at a par value of $.10 with the
name  "Treasure  Mountain  Mining  Company" and on March 21, 1970 the authorized
common stock was  increased to  10,000,000  shares with a par value of $.10.  On
February 11, 1997 the name was changed to "Treasure Mountain Holdings, Inc." and
the authorized  common  capital stock was increased to 50,000,000  shares with a
par value of $.001.  On April 1, 1997 the domicile was changed from the state of
Utah to the state of Nevada.

The Company has been engaged in the activity of the  development  and operations
of mining  properties  and in 1957  operations  were  abandoned  and the Company
became inactive.  The Company and has been in the developmental stage since that
date.

On October 28, 1997 the Company  completed a reverse  common  stock split of one
share for 100 shares  outstanding and on October 10, 2000 a forward common stock
split of two shares for each  outstanding  share.  This report has been prepared
showing after stock split shares at $.001 par value from inception.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

On March 31, 2002,  the Company had a net  operating  loss  available  for carry
forward of $270,042.  The income tax benefit of  approximately  $81,013 from the
loss carry forward has been fully offset by a valuation  reserve because the use
of the future tax benefit is undeterminable since the Company has no operations.
The loss carryover expires in the years from 2002 through 2023.

Earnings (Loss) Per Share

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually outstanding after the stock splits.

                                      -10-


<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

The carrying  amounts of  financial  instruments,  including  cash and notes and
accounts  payable,  are  considered  by management  to be their  estimated  fair
values.

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

Comprehensive Income

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

On December  31, 2001 the Company had demand  notes  payable due its officers of
$28,064  including 6% interest.  During March 2002,  284,570  common shares were
issued in payment of the notes.

Officers-directors  have  acquired  86% of the  outstanding  common stock of the
Company.

4.  GOING CONCERN

The  Company  intends to acquire  interests  in various  business  opportunities
which,  in the  opinion  of  management,  will  provide a profit to the  Company
however the Company does not have the working  capital to be  successful in this
effort and to service its debt.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
equity funding and long term financing  which will enable the Company to operate
for the coming year.

                                      -11-


<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


5.   WARRANTS

On  September  27,  2000 the board of  directors  of the  Company  approved  the
issuance  of  warrants  entitling  the  holders  to  purchase  up  to  3,000,000
restricted  common shares of the Company,  at $.25 per share, at any time before
18 months from the date the  warrant is  granted.  At the date of this report no
warrants had been issued.

6.  CAPITAL STOCK

The Company was  incorporated  in 1954 and became  inactive in 1957.  During the
following years errors  developed in the stock records and therefore the Company
issued 14,281 shares to be held in escrow by the transfer  agent in the event of
any valid claims for shares not recorded in the Company records.

7.  LICENSE AGREEMENT

On August 11,  2001 the  Company  entered  into a  exclusive  worldwide  license
agreement  to  market a devise  known  as "Java  Stir" to be used in the  coffee
industry  venues.  The terms of the  agreement  includes a 5%  royalty  for each
10,000  units sold for a period of 10 years  with a minimum  royalty of $1,000 a
year for the first two years and $1,500 a year for the remaining years.

The accompanying  balance sheets of Treasure Mountain Holdings Inc. at March 31,
2002 and December 31, 2001, and the related  statements of operations,  and cash
flows for the three months ended March 31, 2002 and 2001 and the period  January
l, 1958 (date of  inception  of  development  stage) to March 31, 2002 have been
prepared by the Company's  management in conformity with  accounting  principles
generally  accepted  in  the  United  States  of  America.  In  the  opinion  of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.

Operating  results for the quarter  ended March 31,  2002,  are not  necessarily
indicative of the results that can be expected for the year ending  December 31,
2002.

                                      -12-


<PAGE>



Item 2.           Management's Discussion and Analysis or Plan of Operations

         The  following  information  should  be read in  conjunction  with  the
financial statements and notes thereto appearing elsewhere in this Form 10-QSB.

         The Company was  organized in 1954 to engage in the business of mining,
milling,  processing and marketing various  minerals,  primarily  tungsten.  The
Company  engaged in the mining  business  for a period of time,  but then became
inactive.  The Company is deemed to be a development  stage company with minimal
assets.

         On August 11, 2001, the Company executed a License Agreement whereby it
acquired the worldwide,  exclusive license to make, manufacture,  sell, attach a
trademark or trade name to, and to exercise incidents of ownership in and to all
interests, proprietary rights and improvement in and to the "Java Stir" product.
Under the terms of the  agreement,  the  Company  paid $500 for such  rights and
agreed to pay a royalty of 5% of gross  revenues for each 10,000 Java Stirs sold
by the Company or its designees. The term of the agreement is for ten years. The
Company must pay a minimum  royalty of $1,000 for each of the first two years of
the agreement and $1,500 for each remaining year.

         Java Stir is the only  swizzle  stick  made  exclusively  for  stirring
coffee. The base color of the Java Stir is coffee brown or black and consists of
a sculptured  coffee bean  attached to a thin acrylic stick made of ABS plastic.
The Java Stir can be custom imprinted on the paddle part, an area  approximately
1/2 inch by 1/2 inch, with a company's logo and/or message  pursuant to customer
specifications.  Custom  molding is available  upon request.  The Java Stir will
offer a company logo imprinted on the plastic circular  diameter (paddle) of the
stir stick  combined  with a gold or silver foil  finish for a sharp  noticeable
finish.

         Presently,   necessary  operating  funds  are  being  provided  by  the
Company's officers and directors. Certain costs and expenses associated with the
Company's  operations  and  the  preparation  and  filing  of  its  registration
statement  on Form 10-SB in May 2001,  were  arranged  for by a director  of the
Company in exchange for notes  payable.  In March 2002, the notes were satisfied
by  converting  the notes  into  shares of the  Company's  common  stock.  It is
anticipated  that some  future  expenses  may be  handled  in a similar  manner.
However,  unless the Company is able to secure  sufficient  financing,  there is
substantial doubt about its ability to continue as a going concern.

         At March 31, 2002 and December  31, 2001,  the Company had total assets
consisting  of cash of $6,272 and $5,834,  respectively.  Total  liabilities  at
March  31,  2002  and  December  31,  2001  were $0 and  $29,814,  respectively.
Liabilities at December 31, 2001consisted primarily of notes payable, which were
converted to common stock in March 2002.

         Following the  acquisition of the Java Stir license in August 2001, the
Company  realized  revenues of $5,000  during the three month period ended March
31, 2002,  compared to $0 revenues for the corresponding  2001 period.  Revenues
were the result of creating  designs for a special order to be delivered.  Total
expenses  were $6,795 for the first  quarter of 2002  compared to $1,260 for the
corresponding  2001 period.  Expenses  during the first quarter of 2002 were for
general  operating  expenses and  professional  fees.  Expenses  during the 2001
period were primarily for  professional  fees associated with preparation of the
Company's registration statement with the SEC.

         In the  opinion of  management,  inflation  has not and will not have a
material effect on the operations in the immediate future.

Plan of Operation

         Prior to entering into the Java Stir license agreement, the Company was
actively  investigating  possible  business  opportunities  with the  intent  to
acquire or merge with one or more business  ventures.  Although the Company may,
in the  future,  consider  possible  other  merger  or  acquisition  candidates,
management  is  presently  focusing  on  developing  a  marketing  plan  for the
production  and sale of the Java Stir  product.  However,  because the Company's
lack of adequate  financing,  it may be necessary for the officers and directors
to either advance funds to the Company or to accrue  expenses until such time as
alternative  funding can be arrange.  Management  intends to hold  expenses to a
minimum and to obtain  services on a contingency  basis when possible.  Further,
directors  will defer any  compensation  until such time as business  conditions
permit such expenditures.

                                      -13-


<PAGE>



         During the  remainder of 2002,  the Company  will  endeavor to create a
comprehensive  business plan for the  production and marketing of the Java Stir.
Management  anticipates  that  it may  need  to add  employees  to  help  in the
development of its business plan and ultimate marketing of the product. However,
employees will be added only as business conditions warrant and adequate funding
is available.  Also, as financing  becomes  available,  the Company will perform
certain  marketing  studies and market tests to determine  the  viability of the
product.  It is anticipated that the Company could begin marketing the Java Stir
by the end of the second quarter of 2002.

         Management  estimates that the Company will need an additional  $15,000
to $20,000 to finalize  development of the Java Stir and commence marketing.  As
of the  date  hereof,  the  Company  has  not  entered  into  any  agreement  or
arrangement to secure the requisite funding.  There can be no assurance that the
Company  will be able to obtain such  funding  when and if needed,  or that such
funding, if available, can be obtained on terms acceptable to the Company.

Net Operating Loss

         The Company has  accumulated  approximately  $270,042 of net  operating
loss  carryforwards as of March 31, 2002. The income tax benefit of $81,013 from
the loss carry forward has been fully offset by a valuation  reserve because the
use of the future tax benefit is  undeterminable  as the Company has not had any
operations.  The loss carryforward  expires in the years from 2002 through 2023.
The use of these  losses  to  reduce  future  income  taxes  will  depend on the
generation  of  sufficient  taxable  income prior to the  expiration  of the net
operating loss carryforwards.  In the event of certain changes in control of the
Company,  there will be an annual limitation on the amount of net operating loss
carryforwards which can be used.

Forward-Looking Statements and Cautionary Statements

         This  report  contains  certain   forward-looking   statements.   These
statements  relate to future events or future financial  performance and involve
known and unknown risks and uncertainties. These factors may cause the Company's
actual results, levels of activity, performance or achievements to be materially
different from those expressed or implied by the forward-looking  statements. In
some cases, you can identify forward- looking  statements by terminology such as
"may," "will" "should," "expects," "intends," "plans," anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these terms
or other comparable terminology.

         These statements are only  predictions.  Although  management  believes
that  the  expectations   reflected  in  the   forward-looking   statements  are
reasonable, it cannot guarantee future results, levels of activity,  performance
or achievements.

                                     PART II

Item 1.           Legal Proceedings

         There are  presently no other  material  pending legal  proceedings  to
which the Company is a party or to which any of its  property is subject and, to
the best of its knowledge,  no such actions against the Company are contemplated
or threatened.

Item 2.           Changes In Securities and Use of Proceeds

         On March 29, 2002, the Company issued an aggregate of 284,570 shares of
authorized,  but previously unissued common stock upon the conversion of certain
convertible  promissory notes in the amount of $28,457,  which includes interest
of $1,957. The shares were issued to the two note holders,  George I. Norman III
(note held in the name of Alewine  Limited  Liability  Company),  the  Company's
President, and Lane Clissold, the Company's Secretary / Treasurer.

         The above shares were issued in a private transaction to persons having
knowledge  about the  Company  and its  business  operations.  Accordingly,  the
Company relied upon the exemptions from registration under the Securities Act of
1933, as amended,  provided by Section 4(2) and Section 3(a)(9) of that Act. The
shares are deemed to be "restricted securities."

                                      -14-


<PAGE>



Item 3.           Defaults Upon Senior Securities

         This Item is not applicable.

Item 4.           Submission of Matters to a Vote of Security Holders

         This Item is not applicable.

Item 5.           Other Information

         This Item is not applicable.

Item 6.           Exhibits and Reports on Form 8-K

         (b)      Reports on Form 8-K

                  No  report  on Form 8-K was filed by the  Company  during  the
                  three month period ended March 31, 2002.

                                      -15-


<PAGE>



                                   SIGNATURES

         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                     TREASURE MOUNTAIN HOLDINGS, INC.



Date:  May 13, 2002            By:  /S/ GEORGE I. NORMAN, III
                                  ---------------------------------------------
                                        George I. Norman, III
                                        President, C.E.O. and Director




Date:   May 13, 2002           By: /S/ LANE CLISSOLD
                                  ---------------------------------------------
                                        Lane Clissold
                                        Secretary/Treasurer, and Director
                                        (Principal Accounting Officer)

                                      -16-